The PV Standard Project Deeds have been prepared on the assumption that a standard set of Project Documents will be put in place for Availability PPP Projects. Set out below is a table identifying the documents referred to in the PV Standard Project Deeds, including a short description and the development process. See section 2.4 above for a discussion of execution of Project Documents as a condition precedent to Financial Close.
Document | Parties | Description | Development |
Design and construction delivery contract between Project Co and the D&C Contractor. | Executed term sheet or draft contract to be prepared and provided by Respondents as part of Proposal. If term sheet provided as part of Proposal, draft contract to be prepared and provided by Preferred Respondent during the Negotiation and Completion Phase, based on information provided in its Proposal. | ||
Sets out interface arrangements and risk allocation between the D&C Contractor and the Services Contractor. | Inclusion subject to Successful Respondent's Proposal. Executed term sheet or draft contract to be prepared and provided by Respondent as part of Proposal. If term sheet provided as part of Proposal, draft contract to be prepared and provided by Preferred Respondent during the Negotiation and Completion Phase, based on information provided in its Proposal. | ||
• Bond issuer | Performance Bond provided by the D&C Contractor in favour of Project Co pursuant to the D&C Contract. | Inclusion subject to Successful Respondent's Proposal and security package. If applicable, proposed form of bond and value (including step down in value) to be prepared and provided by the Respondent as part of its Proposal. | |
• State • Parent Guarantor of the D&C Contractor | Allows, amongst other things, for step-in by the State or State nominee or novation of the D&C Contract to the State or State nominee in the event of default by Project Co. | To be prepared by the State based on recent Victorian PPP precedent and released in Volume 3 of the RFP. | |
An agreement under which Project Co has recourse against a Direct Interface Party in respect of acts or omissions of the Direct Interface Party in carrying out the Direct Interface Works. | The RFP will identify whether Direct Interface Deeds will be required and the phase of the procurement process that terms sheets and draft documents will be provided by the Respondent. To be prepared by the Respondent. | ||
• Various | Documents that govern the terms and conditions associated with the provision of private sector equity finance to Project Co, including Equity Subscription Agreement. | Executed equity commitment letter and terms sheets to be prepared and provided by Respondent as part of Proposal. Equity Documents to be prepared and provided by Successful Respondent during the Negotiation and Completion Phase, based on information provided in its Proposal. | |
• State • Expert | Agreement jointly appointing the independent expert, governing the expert determination process and the terms that the expert will be subject to. | Negotiated with Independent Expert and executed during Term when Independent Expert appointed. | |
• State • Other Project Entities (if applicable) | Sets out, amongst other things, the respective rights and obligations of the State and each of the Security Trustee and the Facility Agent (each acting on behalf of the Financiers) in the event of default by Project Co under the Project Deed and certain defaults by Project Co under its Finance Documents. | To be prepared by the State based on recent Victorian PPP precedent and released in Volume 3 of the RFP. | |
• Various | Documents that govern the terms and conditions associated with the provision of private sector debt finance to Project Co including Funding Documents, Security Documents, Security Trust Deed (establishing the Security Trustee as trustee of the security for the Financiers) and Consent Deeds between Security Trustee and each of the D&C Contractor and Services Contractor (allowing the Security Trustee to step in and rectify defaults by Project Co under the D&C/Services Contract before termination by the D&C/Services Contractor (as appropriate). | Executed debt commitment letter and debt terms sheet to be prepared and provided by Respondent as part of Proposal. Finance Documents to be prepared and provided by Preferred Respondent during the Negotiation and Completion Phase, based on information provided by the Respondent in its Proposal. | |
• State | Sets out the terms and conditions for the appointment of the Independent Reviewer by the State and Project Co pursuant to and for the purposes of the Project Deed. It will include details of the scope of work to be undertaken by the Independent Reviewer. The Independent Reviewer will be appointed for a period covering the Development Phase and any Defects Liability Period. | To be prepared by the State based on recent Victorian PPP precedent and released in Volume 3 of the RFP. | |
Contract under which the Management Services Contractor undertakes Management Services for Project Co in respect of the Project. | Inclusion subject to Successful Respondent's Proposal and contracting structure. If a Management Services Contractor is proposed, executed term sheet to be prepared and provided by Respondent as part of Proposal. If term sheet provided as part of Proposal, draft contract to be prepared and provided by Preferred Respondent during the Negotiation and Completion Phase, based on information provided in its Proposal. | ||
Separate guarantees in favour of Project Co provided by: | Draft documents to be prepared and provided by Respondent as part of Proposal. | ||
Services delivery contract between Project Co and the Services Contractor. | Executed term sheet or draft contract to be prepared and provided by Respondent as part of Proposal. (See section 5.1.1 of RFP Part 1B). If term sheet provided as part of Proposal, draft contract to be prepared and provided by Preferred Respondent during the Negotiation and Completion Phase, based on information provided in its Proposal. | ||
• State • Parent Guarantor of the Services Contractor | Allows, amongst other things, for step-in by the State or State nominee or novation of the Services Contract to the State or State nominee in the event of default by Project Co. | To be prepared by the State based on recent Victorian PPP precedent and released in Volume 3 of the RFP. | |
• Issuing party | Performance Bond provided by the Services Contractor in favour of Project Co. | Inclusion subject to Successful Respondent's Proposal and security package. If applicable, proposed form of bond and value (including step down in value) to be prepared and provided by Respondent as part of its Proposal. | |
Subcontract for all or part of the Project Activities between either the D&C Contractor or the Services Contractor and a Significant Subcontractor. | Inclusion subject to Successful Respondent's Proposal and subcontracting structure. To be prepared and provided by Respondents during the Negotiation and Completion Phase or the Term based on information provided by the Preferred Respondent in its Proposal. | ||
• State • Other Project Entities (if applicable) | Provides the State with a Security Interest over all of Project Co's assets and undertakings as security for performance of Project Co's obligations under the State Project Documents. It sits together with the security required by the Financiers, and will accordingly be extended to include security from any separate borrower under the Finance Documents if the borrower is not Project Co. | To be prepared by the State based on recent Victorian PPP precedent and released in Volume 3 of the RFP. | |
Allows, amongst other things, for step-in by the State or State nominee or novation of the Subcontract to the State or State nominee in the event of default by the D&C Contractor or Services Contractor (as the case may be). | Inclusion subject to State's assessment of the Successful Respondent's Proposal. To be prepared by the State during the Negotiation and Completion Phase based on Schedule 7, and including amendments required by the State due to assessment of Successful Respondent's Proposal. | ||
• Independent Reviewer as the Sub-Independent Reviewer | Sets out the terms and conditions for the appointment of the Sub-Independent Reviewer by Project Co and the D&C Contractor pursuant to and for the purposes of the D&C Contract. It will include details of the scope of work to be undertaken by the Sub-Independent Reviewer. | To be prepared and provided by Successful Respondents during Negotiation and Completion Phase. |
Where a document is subject to the Preferred Respondent's Proposal, if such documents are not relevant, reference to it must be deleted from the PV SIPDs (with the numbering maintained and shown as 'Not Used').